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HomeMy WebLinkAboutWCCLS - IG275001 - Decloration and Cooperative Governance Agreement IG275001 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 Contract#20625 DECLARATION TERMINATING INTERGOVERNMENTAL AGREEMENT- WASHINGTON COUNTY COOPERATIVE LIBRARY SERVICES This Declaration is executed pursuant to Section 9(B)of that certain Intergovernmental Agreement—Washington County Cooperative Library Services, effective January 1, 2006 ("Prior Agreement"). RECITALS WHEREAS, Section 9(B)of the Prior Agreement provides that the Prior Agreement may be terminated in its entirety upon execution of a declaration signed by three-fourths(3/4) of all parties to the Prior Agreement; and WHEREAS,the parties have approved a successor intergovernmental agreement entitled Cooperative Governance Agreement("Successor Agreement"), which establishes a new governance framework for Washington County Cooperative Library Services; and WHEREAS, the undersigned party desires to execute this Declaration in furtherance of terminating the Prior Agreement and effecting an orderly transition to the Successor Agreement; NOW,THEREFORE,the undersigned party declares as follows: DECLARATION 1. Declaration of Termination. The undersigned party hereby executes this Declaration pursuant to Section 9(B) of the Prior Agreement. Upon execution of counterpart declarations by parties constituting not less than three-fourths(3/4) of all parties to the Prior Agreement, the Prior Agreement shall be terminated in its entirety. 2. Effective Date of Termination. The termination of the Prior Agreement shall be effective automatically and concurrently with the effective date of the Successor Agreement,which is July 1, 2026. 3. Effect of Termination. As of the effective date of termination, the Prior Agreement shall be of no further force or effect, except to the extent necessary to give effect to actions taken or obligations incurred pursuant to the Prior Agreement prior to its termination. 4. Authority. The undersigned represents and certifies that they are duly authorized to execute this Declaration on behalf of the party identified below. Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 SIGNATURE Signed by: [Name of Party] �t,,'� �Aw By: is 'FnEplt n Name: Brian Rager Title: Acting City Manager Date: 6/24/2026 I 05:35 PDT APPROVED AS TO FORM: Senior Assistant County Counsel Date: Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 Contract#20625 COOPERATIVE GOVERNANCE AGREEMENT This Cooperative Governance Agreement is made by and between Washington County,a home rule subdivision of the State of Oregon hereinafter referred to as"County," on behalf of Washington County Cooperative Library Services, hereinafter referred to as "WCCLS,"and the cities of Banks, Beaverton, Cornelius, Forest Grove, Hillsboro, North Plains, Sherwood,Tigard, and Tualatin, and the Aloha Community Library Association, Cedar Mill Community Library Association and the Garden Home Community Library Association, hereinafter referred to as"Contractor(s)." WITNESSETH WHEREAS,Washington County has approved funding for county-wide library services including non-fee access by County residents to public libraries operated by Contractors; and WHEREAS, a Cooperative Operating Agreement exists to define the method for distribution of those funds and the rights and responsibilities of WCCLS and Contractors in the provision of county-wide library services; and WHEREAS,the Parties to this Agreement are either units of local government empowered by ORS 190.010 to enter into an intergovernmental agreement or are private non- profit agencies operating public libraries; and WHEREAS, all Parties are desirous of providing residents of Washington County with access to public library services and Contractors are capable of providing such access and services; and WHEREAS the participating jurisdictions now desire to enter into this Agreement to provide, among other things, an Executive Board and Library Leadership Group among the participating jurisdictions and assigning responsibilities thereto in order to serve as advisors to the County regarding the provision of county-wide library service; NOW THEREFORE, in consideration of the mutual covenants contained herein,the Parties agree as follows: 1 Docusign Envelope ID:08D3C9CC-DIE7-8696-8033-2EEE64000645 1. DEFINITIONS.The following definitions shall be used in constructing the following phrases, terms and abbreviations in this Agreement: 1.1. Collective Decisions—Actions or recommendations that materially affect Cooperative governance,funding, or services. 1.2. Cooperative—The collective of WCCLS, participating Contractors, and governance bodies established under this agreement to provide county-wide library services. 1.3. Cooperative-wide—Refers to matters that affect the governance, operations, or coordination of the Cooperative and its participating library service providers, including WCCLS and Contractors. 1.4. County-wide—Refers to matters that affect or are intended to serve the entire population or geographic area of Washington County. 1.5. WCCLS(Washington County Cooperative Library Services)—A department of county government which exists to coordinate, contract for, and/or provide a full range of library and information services to all residents of the county. 1.6. WCCLS Executive Board—the Board established to advise the Board of County Commissioners and the WCCLS Manager on matters pertaining to the funding for Cooperative-wide library services, distribution of financial resources by WCCLS for the provision of Cooperative-wide public library services, and long-term governance and funding strategies. 1.7. WCCLS Information Network—The system that includes:the shared integrated library system software (circulation, public access catalog, cataloging, serials control and acquisitions software);the wccls.org website and its resources; other databases and e-content provided by WCCLS for member library staff or public access;wireless Internet access for the public; central site hardware and software; software, hardware, or peripheral products provided to member libraries and supported by WCCLS; and the telecommunications network linking Contractors to the system and for Internet access. 1.8. WCCLS Library Leadership Group—the group (formerly Policy Group) established to provide technical and professional support and advice to the WCCLS Executive Board,to develop and implement policies and procedures for delivery of Cooperative- wide public library services, and to advise the WCCLS Manager. 2. TERM OF AGREEMENT.This Agreement shall be in effect from July 1, 2026, and shall remain in effect perpetually thereafter, until such time as this Agreement is wholly or partially terminated pursuant to Section 11 herein. 3. GOVERNING BODY.WCCLS shall continue to be governed by the Washington County Board of County Commissioners.A WCCLS Executive Board,described below, shall be involved by the Board of County Commissioners and the Cooperative Library Services Manager in matters pertaining to the funding for cooperative-wide library services, distribution 2 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 of financial resources by WCCLS for the provision of cooperative-wide public library services, and long-term governance and funding strategies. A WCCLS Library Leadership Group, also described below, shall provide technical and professional support and advice to the WCCLS Executive Board,to develop and implement policies and procedures for delivery of cooperative-wide public library services, and to advise the WCCLS Manager. 4. WCCLS EXECUTIVE BOARD 4.1. MEMBERSHIP.The Executive Board shall consist of twelve (12)voting Board Members("Members") representing the twelve current Contracting library service providers. For the cities of Banks, Beaverton, Cornelius, Forest Grove, Hillsboro, North Plains,Sherwood,Tigard, and Tualatin,the Members shall be the City Manager of those jurisdictions or their designees. For the Aloha Community Library Association, the Cedar Mill Community Library Association, and the Garden Home Community Library Association,the Members shall be representatives designated by the Contractors'governing boards. 4.2. NON-VOTING MEMBERS.The Washington County Administrator(or designee) and WCCLS Manager shall represent county-wide services and serve as Members of the Executive Board as non-voting members who participate in discussion.The Chair and Vice-Chair of the WCCLS Library Leadership Group shall also serve as Members of the Executive Board as non-voting members who participate in discussion. Non-voting members do not count towards quorum. 4.3. APPOINTMENTS TO THE WCCLS EXECUTIVE BOARD. Except as otherwise specified herein, appointments for all Contractors and the County are continuous, and Members shall serve at the pleasure of their appointing authorities. 4.4. ROLE OF THE EXECUTIVE BOARD.The Executive Board shall provide strategic leadership, oversight, and accountability for the Cooperative. Executive Board members serve as liaisons between the Cooperative and their individual organizations and governing bodies, ensuring individual accountability to the Intergovernmental Agreements (IGAs)and communicating key information about Cooperative matters to local leadership and governing bodies.The Executive Board advises and makes recommendations to the Board of County Commissioners,the County Administrator, and the WCCLS Manager on issues pertaining to Cooperative-wide funding, governance, and service delivery. 4.5. RESPONSIBILITIES OF THE EXECUTIVE BOARD. 4.5.1. Strategic Leadership, Oversight, and Accountability for the Cooperative. Executive Board members will: 4.5.1.1. Provide collective leadership for the Cooperative by developing and maintaining shared vision and priorities and providing recommendations in alignment with these shared vision and priorities. 3 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 4.5.1.2. Demonstrate accountability to requirements outlined in the IGA by reporting out on their individual organization's fulfillment of performance requirements. 4.5.1.3. Maintain oversight over Cooperative's performance by reviewing and monitoring performance reporting from all member organizations. 4.5.2. Liaisons to Local Organizations and Governing Bodies. Executive Board members will, in a timely manner: 4.5.2.1. Communicate relevant Cooperative information to local leadership and governing bodies. 4.5.2.2. Represent local priorities, perspectives, and concerns back to the full Executive Board for consideration. 4.5.3. Advisory to the Board of County Commissioners, County Administrator, and WCCLS Manager. Executive Board members will: 4.5.3.1. Review, discuss, and provide recommendations on policy considerations pertaining to Cooperative-wide funding,governance, and service delivery. 4.5.3.2. Provide input and recommendations on funding strategies for the Cooperative, including local option levy proposals or proposals for other funding alternatives. 4.5.3.3. Provide input and recommendations on long-term governance changes, such as amendments to the Cooperative Governance Agreement or proposals for alternative governance strategies. 4.6. SCHEDULE OF MEETINGS.The Executive Board within the first quarter of the term of the Cooperative Operating Agreement or as soon thereafter as reasonable, shall adopt rules governing its procedures,which shall include at a minimum: 1)time and place of regular meetings; 2)the method and manner of calling special meetings; 3) the method,term, and manner of establishing committees or sub-committees; and 4) Executive Board by-laws and rules of procedure.The Executive Board shall meet as needed to adequately execute its duties and responsibilities but not fewer than four times per year.The first organizational meeting shall be a joint meeting with the WCCLS Library Leadership Group and thereafter a joint meeting shall be held as needed,to be determined by the Executive Board.All meetings of the Executive Board shall be held in accordance with Oregon Public Meeting Laws, ORS 192.610 to 192.710. 4.7. ELECTION OF OFFICERS.The Executive Board at its first organizational meeting or as soon thereafter as reasonable, shall elect a Chair and Vice Chair/Chair Elect. The term of each position shall be two years,with elections held at the Executive Board's first meeting of the calendar year in which terms have concluded. The Chair, or the 4 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 Vice Chair/Chair Elect in their absence, shall preside over all meetings of the Executive Board.The WCCLS Manager(or designee)shall serve as Clerk of the Board and be responsible for providing notices of meetings and keeping minutes, as required by Oregon Public Meeting Laws. 4.8. QUORUM.A majority of the Members of the Executive Board shall constitute a quorum.All decisions of the Executive Board, unless otherwise provided herein, shall require the presence of a quorum and a vote of those representatives in attendance in accordance with the decision-making structure defined within this agreement. 4.9. VOTING. Each voting Member of the Executive Board shall have one vote. In the event that a Member is unable to attend a meeting in which a vote is scheduled to take place,the Member may appoint a designee to attend and vote in their place. 4.10. ADDING OR SUBTRACTING MEMBERS. Members shall be added to the Executive Board, as needed,to represent new library service providers admitted to the Cooperative through the Cooperative Operating Agreement. Members shall be subtracted from the Executive Board at such time as a library service provider withdraws from membership in the Cooperative and ceases to be a Party to the Cooperative Operating Agreement, or when a city assumes management and fiscal responsibilities for operating a community library, or when two or more library service providers merge into one administrative entity. A library that changes its governance (EX: a city library becomes a community library, or a city or community library establishes a library district) retains its membership rights in WCCLS including membership on the Executive Board and authority to receive funds through the Cooperative Operating Agreement. 5. WCCLS LIBRARY LEADERSHIP GROUP 5.1. MEMBERSHIP.The WCCLS Library Leadership Group("Library Leadership Group") shall consist of twelve (12)voting Members representing the twelve (12) current contracting library service providers.These twelve Members shall be the Library Director/Manager or their designee. 5.2. NON-VOTING MEMBERS.The WCCLS Manager shall represent county-wide services and serve as a Member of the Library Leadership as a non-voting member who participates in discussion. 5.3. ROLE OF THE LIBRARY LEADERSHIP GROUP.The Library Leadership Group shall provide operational leadership and subject matter expertise for the Cooperative. Library Leadership Group members serve as liaisons between the Cooperative and their individual organization's library staff,advisory committees, and community members, ensuring alignment with the Intergovernmental Agreements (IGAs)and Cooperative-wide policies, and communicating key information about Cooperative matters to local staff and community members.The Library Leadership Group advises 5 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 and provides recommendations to the Executive Board and the WCCLS Manager on issues pertaining to Cooperative-wide service delivery, including operational impacts, community needs, and emerging issues. 5.4. RESPONSIBILITIES OF THE LIBRARY LEADERSHIP GROUP. 5.4.1. Operational Leadership and Subject Matter Expertise for the Cooperative.The Library Leadership Group members will: 5.4.1.1. Provide leadership for the Cooperative by identifying and addressing local and Cooperative-wide needs and challenges, and by discussing, elevating, and recommending actions to address emerging trends and issues related to providing library services. 5.4.1.2. Provide operational leadership over their individual libraries, ensuring alignment with the operational requirements outlined in the IGA and supporting Cooperative-wide strategies, policies, and procedures. 5.4.1.3. Serve as subject-matter experts on the local delivery of library services in line with local priorities, strategies, and service impacts. 5.4.1.4. Develop, approve, and implement Cooperative-wide policies and procedures for the delivery of public library services. 5.4.2. Liaisons to Local Staff, Community Members, and Advisory Groups.The Library Leadership Group members will: 5.4.2.1. Communicate relevant Cooperative information to local staff, community members, and local advisory groups and library support groups. 5.4.2.2. Identify and communicate local challenges and opportunities related to day-to-day operational realities of their libraries while participating in Cooperative-wide decisions regarding service delivery. 5.4.2.3. Identify and elevate community needs and challenges while participating in Cooperative-wide decisions regarding service delivery. 5.4.3. Advisory to the Executive Board and WCCLS Manager.The Library Leadership Group will: 6 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 5.4.3.1. Review, discuss, and make recommendations for the development and implementation of shared policies and procedures for the delivery of public library services. 5.4.3.2. Collaborate with Executive Board and WCCLS in strategic planning efforts and advance agreed-upon goals and objectives. 5.4.3.3. Partner with WCCLS Manager to develop recommendations on strategies and alternatives for identifying and addressing trends, risks, emerging issues, and funding strategies for providing long-term library services. 5.5. SCHEDULE OF MEETINGS.The Library Leadership Group within the first quarter of the term of the Cooperative Operating Agreement or as soon thereafter as reasonable, shall adopt rules governing its procedures, and include at a minimum: 1)time and place of regular meetings; 2) method and manner of calling special meetings; 3) method of establishing committees or sub-committees; and 4) Library Leadership Group by-laws and rules of procedure. The Library Leadership Group shall meet monthly or as needed to execute its duties and responsibilities. The first organizational meeting shall be a joint meeting with the WCCLS Executive Board and thereafter joint meetings shall be held as needed,to be determined by the Executive Board. 5.6. ELECTION OF OFFICERS.The Library Leadership Group at its first organizational meeting or as soon thereafter as reasonable, shall elect a Chair and Vice Chair/Chair Elect.The term of the officers shall be for one year,with elections held at the Library Leadership Group's first meeting of each calendar year.The Chair, or the Vice Chair/Chair Elect in their absence, shall preside over all meetings of the Library Leadership Group. 5.7. QUORUM.A majority of the Members of the Library Leadership Group shall constitute a quorum.All decisions of the Group, unless otherwise provided herein, shall require the presence of a quorum and a vote of those representatives in attendance in accordance with the decision-making structure defined within this agreement. 5.8. VOTING. Each voting Member of the Library Leadership Group shall have one vote. Under circumstances when a Member cannot attend,they may, prior to the meeting, submit a vote to the Chair on a specific issue under signature in writing or by email that clearly identifies the sender. 7 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 5.9. ADDING OR SUBTRACTING MEMBERS. Member representatives shall be added to the Library Leadership Group, as needed,to represent new library service providers admitted to the Cooperative through the Cooperative Operating Agreement. Member representatives shall be subtracted from the Library Leadership Group at such time as a library service provider withdraws from membership in the Cooperative and ceases to be a Party to the Cooperative Operating Agreement, or when a city assumes management and fiscal responsibilities for operating a community library, or when two or more library service providers merge into one administrative entity. A library that changes its governance (EX: a city library becomes a community library, or a city or community library establishes a library district)retains its membership on the Library Leadership Group. 6. WASHINGTON COUNTY COOPERATIVE LIBRARY SERVICES(WCCLS) 6.1. ROLE OF WCCLS.WCCLS, a department of Washington County, shall distribute funding as approved by the Washington County Board of County Commissioners and provide infrastructure, subject matter expertise, leadership, and coordination in providing county-wide library services.WCCLS serves as steward of WCCLS resources, services, and infrastructure that link all Partner libraries into one Cooperative.The WCCLS Manager serves as a liaison between the Board of County Commissioners, County Administrator, Executive Board, and Library Leadership Group. 6.2. RESPONSIBILITIES OF WCCLS. 6.2.1. Funding, infrastructure, leadership, collaboration, coordination, and subject matter expertise in providing infrastructure and Cooperative-wide library services.WCCLS will: 6.2.1.1. Through the County's annual budget process, distribute funding as approved by the Board of County Commissioners to support the infrastructure and centralized services that link all libraries and support Cooperative libraries in accordance with the provisions of the Cooperative Operating Agreement. 6.2.1.2. Coordinate the transition to centralized collections management through a collaborative process with Cooperative Partners; continue to manage centralized collections. 8 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 6.2.1.3. Acquire and maintain the County-operated physical sites and equipment, obtain and manage contracts, and hire and retain staff to support infrastructure and Cooperative-wide library services. 6.2.1.4. Provide subject-matter expertise on county funding and the delivery of Cooperative-wide services. 6.2.1.5. Retain and protect personally identifiable information (PII) and other data in accordance with Washington County policy and applicable laws. 6.2.2. Steward of WCCLS resources and services that link all Partner libraries. WCCLS will: 6.2.2.1. Provide leadership, oversight, and accountability for WCCLS resources and services intended to serve the entire Cooperative. 6.2.2.2. Lead and coordinate,with input and feedback from the Executive Board and Library Leadership Group, efforts to build support for Cooperative-wide library services. 6.2.2.3. Lead and coordinate,with input and feedback from the Executive Board and Library Leadership Group, efforts to identify and pursue funding strategies to support Cooperative services, including levy proposals or proposals for other funding alternatives for Board of County Commissioners consideration. 6.2.2.4. Lead and coordinate,with input and feedback from the Executive Board and Library Leadership Group, efforts to identify and pursue long-term governance changes, such as amendments to the Cooperative Governance Agreement or proposals for alternative governance strategies for Board of County Commissioners consideration. 6.2.3. Liaison between the Board of County Commissioners, County Administrator, Executive Board, and Library Leadership Group.The WCCLS Manager will: 6.2.3.1. Communicate key information about policy proposals from the Executive Board for Board of County Commissioners' consideration. 9 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 6.2.3.2. Communicate relevant Cooperative information to the Board of County Commissioners, County Administrator, Executive Board, and Library Leadership Group. 6.2.3.3. Communicate key information about relevant Board of County Commissioners policy priorities and relevant County Administration priorities back to the Cooperative. 6.2.3.4. Collaborate with Partners to identify and address operational, policy, contractual, and fiscal challenges and opportunities related to delivery of infrastructure and services for informing Cooperative-wide decisions regarding service delivery. 6.2.3.5. Collaborate with Partners to identify and elevate county-wide community needs and challenges for informing Cooperative-wide decisions regarding service delivery. 7. COLLECTIVE DECISION-MAKING 7.1. PURPOSE AND SCOPE OF COLLECTIVE DECISION-MAKING.The Parties acknowledge that certain matters affecting the Cooperative as a whole are best considered and resolved through a coordinated and consistent decision-making process. For purposes of this Agreement, "Collective Decisions"are actions or recommendations that materially affect Cooperative governance,funding, and services.The categories of decisions considered Collective Decisions are further detailed in Attachment A"Decision-Making Matrix,"which shall be used to guide the Parties in determining the appropriate decision-making pathway. Matters that are primarily local in nature shall remain under the authority of the individual Contractor or governing body, except where otherwise specified herein or in the Cooperative Operating Agreement.Collective Decisions shall be made using the governance structure established by this Agreement, including the WCCLS Executive Board,the WCCLS Library Leadership Group,WCCLS, and the Washington County Board of County Commissioners (BCC), each acting within the scope of its defined responsibilities. 7.2. DECISION-MAKING STRUCTURE.The Parties shall utilize the Cooperative's established governance framework to review, consider, and make recommendations concerning Collective Decisions.This structure, comprised of the WCCLS Executive Board,the WCCLS Library Leadership Group,WCCLS, and the BCC, shall remain the basis for Cooperative decision-making for the duration of this Agreement. 10 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 7.3. VOTING MECHANISM FOR COLLECTIVE DECISIONS. Except as otherwise provided in this Agreement, Collective Decisions requiring action or recommendation by the Cooperative shall satisfy a two-thirds majority vote. Decisions requiring formal action by the BCC shalt proceed as recommendations through the Cooperative's governance structure and shall be considered by the BCC in accordance with applicable laws and County procedures. 7.4. FAILURE TO ACHIEVE TWO-THIRDS MAJORITY. If the Cooperative fails to achieve the required two-thirds majority vote on a Collective Decision requiring Board of County Commissioners action,WCCLS will transmit a summary of the decision- making process, including the final vote and options considered,to the BCC. 8. AMENDMENTS.All changes, modifications, or amendments to this Agreement shall only be considered upon approval of three fourths (3/4) of the Member representatives of the Executive Board. Following a recommendation from the Executive Board,this Agreement may be changed, modified, or amended only in writing executed by three fourths(3/4) of the Parties to this Agreement. 9. SEVERABILITY. If any section, subsection, sentence, clause, phrase or portion of this Agreement is,for any reason, held invalid or unconstitutional by a court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision, and such holding shall not affect the validity of the remaining portions of this Agreement unless the result of the holding is a failure of consideration of any Party. 10. INTERPRETATION.The terms and conditions of this Agreement shall be liberally construed in accordance with the general purposes of this Agreement.This Agreement has been negotiated and prepared by the Parties with their counsel.Any ambiguities with respect to any provision of this Agreement will be construed fairly as to all Parties and not in favor nor against any Party. 11. TERMINATION.This Agreement may be terminated only pursuant to the following: 11.1. This Agreement shall terminate as to any individual Party upon that Party ceasing to be a Party to the Cooperative Operating Agreement. 11.2. This Agreement shall terminate in its entirety, as to all Parties, upon execution of a declaration signed by three-fourths(3/4)of all Parties to this Agreement terminating its effectiveness. 12. COMPLIANCE WITH LAWS.The Parties shall comply with all federal, state and local laws and ordinances applicable to the work performed under the contract including, but not limited to the following, as applicable:Title VI of the Civil Rights Act of 1964,Section V of the 11 Docusign Envelope ID:08D3C9CC-DIE7-8696-8033-2EEE64000645 Rehabilitation Act of 1973,the Americans with Disabilities Act of 1990(Pub L No. 101-336), ORS 659A.142 and all regulations and administrative rules established pursuant to those law, and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. 13. LIABILITY AND INDEMNIFICATION. Each party agrees to hold harmless, defend, and indemnify each other, including its officers, agents, and employees, against all claims, demands, actions and suits (including all attorney fees and costs at trial and on appeal) arising from the indemnitor's performance of this Agreement where the loss or claim is attributable to the negligent acts or omissions of that party. If the indemnifying party is a unit of local government, such indemnification shall be subject to the limitations of liability for public bodies set forth in the Oregon Tort Claims Act, ORS 30.260 to 30.302, and the Oregon Constitution.The parties agree to promptly notify the other in writing of any such claim or demand to indemnify and agree to cooperation with each other in a reasonable manner to facility the defense of any such claim or demand. 14. NO BENEFITS. No Party or its employees is entitled to participate in a pension plan, insurance, bonus, or similar benefits provided by any other Party. 15. NOTICE.Any Contractor shall give immediate written notice to the County of any action or suit filed or any claim made against that Party that may result in litigation and is directly related to this Agreement. 16. INSURANCE. Each Party agrees to maintain insurance or self-insurance, as applicable, in accordance with ORS 30.282.The specific types and minimum levels of insurance required of the Parties shall be as set forth in the then-current operating agreement between the parties governing the provision of library services ("Cooperative Operating Agreement"). Each Party agrees to comply with the insurance requirements established in the Cooperative Operating Agreement for so long as the Cooperative Operating Agreement remains in effect. Nonprofit Contractors shall provide certification of insurance upon request, in accordance with the Cooperative Operating Agreement. In the event no Operating Agreement is in effect, each Party shall maintain insurance or self-insurance at levels sufficient to comply with the Oregon Tort Claims Act, including ORS 30.270 and ORS 30.282, until such time as a successor operating agreement becomes effective. 17. COUNTERPARTS.This Agreement may be executed in several counterparts, each of which shall be an original,all of which shall constitute but one and the same instrument. 12 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 18. CAPTIONS.Captions and headings used in this Agreement are for convenience only and shall not be construed or interpreted so as to enlarge or diminish the rights or obligations of the Parties hereto. 13 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 FOR THE CONTRACTOR: Signed by: L?ncw *r 000896E4EDE045E Signature Acting City Manager Title 6/24/2026 I 05:35 PDT Date FOR WASHINGTON COUNTY: co Signed by: 580D494A448440, Signature ACA Title 6/24/2026 106:45 PDT Washington County APPROVED AS TO FORM: Sr.Assistant County Counsel 14 Docusign Envelope ID:08D3C9CC-D1E7-8696-8033-2EEE64000645 ATTACHMENT A: DECISION-MAKING MATRIX The following table provides an overview of the categories of decisions referenced in this Agreement and identifies whether they are subject to Collective Decision-Making, local decision-making, or WCCLS decision-making.This attachment is intended to guide the Parties in determining the appropriate decision-making pathway. Governance Decisions Funding Decisions Service Decisions Collective Changes to governance Levy renewaUreplacement Develop and maintain Decisions structure proposals shared vision and priorities IGA revisions Funding allocation Service strategies and methodology adjustments plans to address Cooperative-wide funding operational needs and strategies emerging issues Cooperative-wide policies affecting patron experience and staff workflows Contracts for Cooperative- wide service Base service levels Cooperative-wide communications and outreach Cooperative-wide programs and initiatives Local Local board policies and Local budgeting and Local service delivery Decisions advisory group resource allocation strategies and priorities roles/responsibilities Local facility or equipment Local communications and maintenance and outreach operations Local programs and initiatives WCCLS WCCLS budgeting and Operate and maintain Decisions resource allocation county-wide infrastructure Central facility equipment Operate and maintain or maintenance and county-wide services operations 15 0 docusign Certificate Of Completion Envelope Id:08D3C9CC-D1 E7-8696-8033-2EEE64000645 Status:Completed Subject:Tigard Library Governance IGA for signature Source Envelope: Document Pages:17 Signatures:3 Envelope Originator: Certificate Pages:5 Initials:0 Sarah Erskine AutoNav:Enabled 155 N.First Ave,Suite 270 Envelopeld Stamping:Enabled MS28 Time Zone:(UTC-08:00)Pacific Time(US&Canada) Hillsboro,OR 97124-3087 sarah_erskine@washingtoncountyor.gov IP Address:35.196.9.114 Record Tracking Status:Original Holder:Sarah Erskine Location:DocuSign 6/2/2026 11:12:59 AM sarah_erskine@washingtoncountyor.gov Security Appliance Status:Connected Pool:StateLocal Signer Events Signature Timestamp Brian Rager Signed by: Sent:6/2/2026 11:14:27 AM BrianR@tigard-or.gov brict t 'l Viewed:6/24/2026 5:34:41 AM Acting City Manager 000esseaeoeoase Signed:6/24/2026 5:35:05 AM Security Level:Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address:50.54.158.39 Electronic Record and Signature Disclosure: Accepted:6/24/2026 5:34:41 AM ID:62af0817-b853-4da8-9129-57a1 d0f5e0a9 Signed by: Marni Kuyl n, Sent:6/24/2026 5:35:07 AM Marni_Kuyl@washingtoncountyor.gov �tanti 44 Viewed:6/24/2026 6:45:29 AM ACA ese aa uoasaaanau Signed:6/24/2026 6:45:41 AM Security Level:Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address: 2 60 0:10 0f:b 127:32 a4:f017:5 8f 9:2fd 8:2 b4 9 Signed using mobile Electronic Record and Signature Disclosure: Accepted:6/24/2026 6:45:29 AM ID:98d89bad-coca-4fde-8111-2f38e08fffc6 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Timestamp Halsted Bernard COPIED Sent:6/2/2026 11:14:28 AM halstedb@tigard-or.gov Resent:6/17/2026 11:20:35 AM Director of Library Services Viewed:6/24/2026 9:07:37 AM City of Tigard Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:4/26/2021 8:13:06 AM ID:4f8e6ce6-9bf1-42cd-b778-52523f40c79e Lisa Tattersall COPIED Sent:6/2/2026 11:14:29 AM lisat@wccls.org Resent:6/17/2026 11:20:36 AM Manager,Cooperative Library Services Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/5/2023 3:16:53 PM ID:d6d79f35-7cf1-4187-8939-8a97af5894e6 Sarah Erskine COPIED Sent:6/2/2026 11:14:29 AM sarahe@wccls.org Resent:6/17/2026 11:20:37 AM Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/18/2025 10:48:00 AM ID:c81924ea-d399-45c8-bf4d-a57dd3ab3a80 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/2/2026 11:14:29 AM Envelope Updated Security Checked 6/17/2026 11:20:35 AM Envelope Updated Security Checked 6/17/2026 11:20:35 AM Envelope Updated Security Checked 6/17/2026 11:20:35 AM Certified Delivered Security Checked 6/24/2026 6:45:29 AM Signing Complete Security Checked 6/24/2026 6:45:41 AM Completed Security Checked 6/24/2026 6:45:41 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:1/18/2019 1:30:30 PM Parties agreed to:Brian Rager,Mami Kuyl,Halsted Bernard,Lisa Tattersall,Sarah Erskine ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Carahsoft OBO SHI OBO Washington County(we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure(ERSD), please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days)after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Carahsoft OBO SHI OBO Washington County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: tina_hartmeier@co.washington.or.us To advise Carahsoft OBO SHI OBO Washington County of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at tina_hartmeier@co.washington.or.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Carahsoft OBO SHI OBO Washington County To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to tina hartmeier@co.washington.or.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Carahsoft OBO SHI OBO Washington County To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to tina_hartmeier@co.washington.or.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- sign ing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i)that you are able to print on paper or electronically save this ERSD for your future reference and access; or(ii)that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify Carahsoft OBO SHI OBO Washington County as described above, you consent to receive exclusively through electronic means all notices, disclosures,authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Carahsoft OBO SHI OBO Washington County during the course of your relationship with Carahsoft OBO SHI OBO Washington County.